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8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 04/27/2017
Entire Document
 


 
(e)                  Each of the Purdue Parties shall have executed and delivered to Contributor each of the Transaction Documents to which it is a party, including the Transition and Operations Support Agreement.
 
(f)                    Contributor shall have received each other delivery required to be made to Contributor pursuant to Section 3.4 (Purdue Parties Closing Deliveries).
 
9.
Termination.
 
9.1          Termination.  This Agreement may be terminated at any time prior to the Closing:
 
(a)                  by the mutual written consent of Contributor and the Purdue Parties; or
 
(b)                  by either Contributor or the Purdue Parties, if:
 
 (i)            the Closing shall not have occurred on or before 11:59 p.m. Eastern Time on April 30, 2018; provided, however, that the right to terminate this Agreement pursuant to this Section shall not be available to any Party whose failure to perform or comply in  any material respect with any covenant, obligation or other agreement contained in this Agreement has been the principal cause of the failure of the transactions contemplated by this Agreement to occur on or before such date;
 
 (ii)            any applicable Law or Educational Requirement permanently restrains, enjoins or prohibits or makes illegal the consummation of the transactions contemplated by this Agreement, and such Law or Educational Requirement becomes effective (and final and non-appealable); or
 
 (iii)            any final non-appealable refusal of any Governmental Entity or Educational Agency to grant or issue a Governmental Consent set forth on Exhibit C.
 
9.2           Notice of Termination.  In the event of termination of this Agreement by either or both of Contributor and the Purdue Parties pursuant to Section 9.1 (Termination), written notice of such termination shall be given by the terminating Party to the other Parties.  If this Agreement so terminates, it shall become null and void and have no further force or effect, except as provided in Section 9.3 (Effect of Termination).
 
9.3          Effect of Termination.  Notwithstanding anything to the contrary in this Agreement, in the event of termination of this Agreement by either or both of Contributor and the Purdue Parties pursuant to Section 9.1 (Termination), this Agreement shall terminate and become void and have no effect, and there shall be no Liability on the part of any Party, except as set forth in this Section 9.3 or Article 10 (Indemnification); provided, however, no such termination shall relieve any Party hereto from Liability for such Party’s fraud or willful and intentional breach of this Agreement prior to termination of this Agreement; provided further, that this Section 9.3, Article 10 (Indemnification) and, for the avoidance of doubt, the Confidentiality Agreement shall survive any termination of this Agreement in accordance with their respective terms.
 
10.
Indemnification.
 
10.1        Survival of Representations, Warranties, Covenants and Agreements.
 
The representations, warranties, covenants and other agreements of the Parties contained in this Agreement or in any certificates delivered at Closing pursuant to this Agreement and the Parties’ other obligations will survive the Closing for the periods specified in this Section 10.1 (the “Survival Date”); provided, that the expiration of the Survival Date shall not limit or extinguish any claim for indemnification made in writing by any Person that may be entitled to indemnification under this Agreement (the
 
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